Demand Registration Limitations Clause Samples

Demand Registration Limitations. The Company shall not be required to make any Demand Registration pursuant to this Section 2 during the period ending 90 days after the effective date of any registration statement filed pursuant to the Securities Act for an underwritten public offering by the Company of shares of Common Stock other than in connection with an employee benefit plan, dividend reinvestment plan or merger, consolidation or other business combination.

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Demand Registration Limitations. The demand registration rights set forth in this Section 3 may be exercised only in accordance with the following limitations: (i) The holders of Registrable Shares shall have the right to exercise demand registration rights under this Section 3 only after the 180th day after the IPO Date. (ii) The holders of Registrable Shares shall not have any right to exercise demand registration rights under this Section 3 at any time after the third anniversary of the IPO Date. (iii) The Company shall not be required to make any Demand Registrations pursuant to this Section 3 unless the aggregate Share Value of all Registrable Shares proposed to be registered in connection therewith shall equal or exceed $20 million. (iv) Each of Energy Spectrum, the AnSon Group, the Oliv▇▇ ▇▇▇up and the Ward ▇▇▇up shall have the right to require the Company to file up to two Demand Registrations with the Commission; provided, however, that the Company shall be required to effect not more than one Demand Registration pursuant to this clause (iv) unless and until it is qualified to register the Registrable Shares on Form S-3 promulgated under the Securities Act. (v) Provided the Company is actively employing in good faith all reasonable efforts to cause such registration statements to become effective, the Company shall not be required to make any Demand Registration pursuant to this Section 3 during the period ending 90 days after the effective date of any registration under the Securities Act by the Company of shares of Common Stock or other equity securities, other than in connection with an employee benefit plan, dividend reinvestment plan or merger, consolidation or other business combination.

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Demand Registration Limitations. (a) At any time, upon --------------------------------- the request (a "Demand") of the Majority Beneficiaries, the Company shall use ------ its best efforts to file as promptly as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 3) with the Commission, and thereafter shall use its best efforts to cause to be declared effective, a registration statement (which shall be a shelf registration statement, if requested) on an appropriate form under the Securities Act relating to the offer and sale of the Restricted Shares by the Beneficiaries in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Demand Registration Statement"); provided, however, ----------------------------- -------- ------- that, if the Company is then involved in (i) a primary registration of its shares of Common Stock under the Securities Act, (ii) an acquisition of another entity which requires registration of securities to be issued in connection therewith or (iii) a registered repurchase or acquisition of its shares of Common Stock, then, at the request of the Company, the rights of the Beneficiaries to registration pursuant to this Section 3 shall be deferred until the conditions set forth in clause (i), (ii) or (iii) no longer apply, except that notwithstanding such deferral the Company shall be obligated to complete the registration that is the subject of such Demand within 12 months after such Demand. (b) Notwithstanding the foregoing, in the event of a Demand (i) the Company shall not be required to effect a Demand Registration Statement during the 180-day period following the effective date of any other registration statement pertaining to an underwritten public offering of Primary Shares and (ii) if, in the good faith judgment of the Company, it would not be in the best interests of the Company and its stockholders generally for such Demand Registration Statement to be filed, the Company shall have the right to defer the filing of such Demand Registration Statement for a period of not more than 180-days after receipt of the Demand; provided, however, that the Company shall -------- ------- not be entitled to utilize the right set forth in this Section 3(b) more than once in any 12-month period. (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Demand Registration Statement and any amendment thereto and any prospectus forming part thereof and any...

Demand Registration Limitations. At any time after the one year anniversary of the closing of this Agreement, the holders (the "Holders") of a majority of the shares of Globe Common Stock issued under this Agreement or issuable upon exercise of the Warrants shall be entitled to deliver written notice to the Globe demanding the registration of all Registerable Securities (as hereinafter defined) or such lesser number as the Holders may elect. Upon the written request of such Holders, the Globe shall use commercially reasonable efforts to cause to be registered under the Securities Act all of such Registerable Securities. The Holders whom elect to participate in the registration are called "Participating Holders." The term "Registerable Securities" shall mean shares of the Globe Common Stock issued pursuant to this Agreement and all shares of Globe Common Stock issuable upon exercise of the Warrants, including the Performance Warrants, together with any shares of Globe Common Stock issued or issuable by way of a stock dividend or stock split or in connection with any recapitilization, merger, consolidation or other reorganization. The Holders of the Registerable Securities may exercise the rights described in this Section 2.12 a total of one time. Notwithstanding any demand by the Holders hereunder, the Globe shall not be required to effect any such registration, and may delay any such registration, at anytime during which: (i) the Globe has pending, or reasonably anticipates filing within forty five (45) days of receipt of a demand for registration hereunder, its own registration statement for the public offering of shares of Common Stock by the Globe; provided that the Registrable Securities are included in such registration statement (ii) has pending, or has received a notice of demand registration relating to, a registration statement for the offer and sale of Common Stock by selling shareholders pursuant to other registration rights granted by the Globe, whether or not outstanding prior to the date hereof; or (iii) the Globe's Board of Directors determines, in its good faith discretion, that such registration may have a material adverse effect on the Globe or its plans or prospects; provided that, in any of such events, the Holders shall continue to have a demand right and the Globe shall promptly notify the Holders of the foregoing and provide the Holders with an estimate of when they may exercise such demand registration again; and provided further that solely in the event of clause ...

Demand Registration Limitations. The demand registration rights set forth in this Section 2 may be exercised only in accordance with the following limitations: 4 6 (i) The holders of Registrable Securities shall have the right to exercise demand registration rights under this Section 2 only after the earlier to occur of (x) a Qualified IPO, or (y) January 1, 2000.

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Demand Registrations (a) Following the Closing of the IPO, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request that the Company register under the Securities Act all or any portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade.

Demand Registration Rights (a) The Company, upon written demand (“Demand Notice”) of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.

Registration Limitation In no event shall an Advance exceed the amount registered in respect of the transactions contemplated hereby under the Registration Statement then in effect (the “Registration Limitation”). In connection with each Advance Notice, any portion of an Advance that would exceed the Registration Limitation shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event.

Effective Demand Registration The Company shall use all commercially reasonable efforts to cause any such Demand Registration to be filed not later than thirty (30) days after it receives a request under Section 3(a) hereof and to become and remain effective as soon as practicable thereafter but, in any event, not later than ninety (90) days (or, if the Company is eligible to effect such registration on Form S-3, sixty (60) days) after such filing. A registration shall not constitute a Demand Registration unless it has become effective and remains continuously effective until the earlier of the date (i) on which all Registrable Securities registered in the Demand Registration are sold and (ii) that is the second anniversary of the effectiveness of the Registration Statement relating to such Demand Registration; provided, however, that a registration shall not constitute a Demand Registration if (x) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holders and such interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Holder.

Number of Demand Registrations The Holder will be entitled to request one Demand Registration pursuant to which the Registrable Securities shall be registered and in which the Company will pay all Registration Expenses. A registration will not count as the Demand Registration (i) until it has become effective (unless such Demand Registration has not become effective due solely to the fault of the holder requesting such registration) and (ii) unless the holder of the Registrable Securities requested to be included in such registration (unless such holder is not so able to register such amount of the Registrable Securities due solely to the fault of such holder) are included; provided, however, that in any event the Company will pay all Registration Expenses in connection with any registration initiated as a Demand Registration subject to this Section 1.2.

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